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Kapsch TrafficCom

euro adhoc: Kapsch TrafficCom AG
Mergers - Acquisitions - Takeovers
Kapsch TrafficCom AG acquires all of the assets of the Mobility Solutions business unit of TechnoCom Corporation in the U.S.

  Disclosure announcement transmitted by euro adhoc. The issuer is responsible
  for the content of this announcement.
Company Information
06.06.2008
Vienna, June 6, 2008 - Kapsch TrafficCom AG (ISIN AT000KAPSCH9), 
listed on the Vienna Stock Exchange in the prime market segment, 
entered into an agreement to acquire, through its subsidiary Kapsch 
TrafficCom Inc, all of the assets of the Mobility Solutions business 
unit of TechnoCom Corporation, a corporation organized under the laws
of the State of Delaware and with its primary place of business in 
Encino, California..
The Mobility Solutions business unit of TechnoCom Corporation 
conducts a business which, among other things, develops, owns, 
markets, and licenses vehicle infrastructure integration 
technologies, including but not limited to multiband configurable 
networking units (MCNU), and related technology and intellectual 
property for the transportation and automotive industries, systems 
integrators and federal, state, and local government agencies. The 
Mobility Solutions business unit is located in Carlsbad, California, 
and currently employs twelve employees and two independent 
consultants. The Mobility Solutions business unit engages mainly in 
business with the Vehicle Infrastructure Integration Consortium 
(VIIC), a non-profit organization comprised of various automotive 
original equipment manufacturers, formed to develop and submit 
solution proposals to the United States Department of Transportation 
related to the new communication standard 5.9 GHz WAVE (Wireless 
Access in the Vehicular Environment) for future tolling systems, 
car-to-car communications and improved traffic safety, and the 
implementation of road traffic telematics solutions, as well as for 
use in "infotainment" and entertainment. The Mobility Solutions 
business unit provides solutions for the Vehicle Infrastructure 
Integration proof-of-concept projects and test beds located in 
Michigan, California and New York.
The purchase price for the assets of the Mobility Solutions business 
unit consists of USD 15.0 million in cash to be paid upon the closing
of the transaction, the assumption of certain liabilities of the 
Mobility Solutions business unit, post-closing earn-out payments to 
TechnoCom of up to USD 4.0 million, which depend on the achievement 
of certain sales and operational milestones, and post-closing 
payments to TechnoCom based on the realization of certain tax 
benefits resulting from the transaction. The purchase price is 
subject to adjustment after the closing based on the final 
determination of closing date working capital. The closing of the 
transaction is subject to the satisfaction or waiver of certain 
closing conditions which Kapsch TrafficCom expects to be satisfied or
waived in the course of June 2008.
Kapsch TrafficCom is an international supplier of innovative road 
traffic telematics solutions. Its principle business is the 
development and supply of electronic toll collection (ETC) systems, 
in particular for multi-lane free-flow (MLFF), and the technical and 
commercial operation of such systems. Kapsch TrafficCom also supplies
traffic management systems, with a focus on road safety and traffic 
control, and electronic access systems and parking management. With 
more than 140 installed tolling systems in 30 countries in Europe, 
Australia, Latin America, the Asian/Pacific region and South Africa, 
and almost 12 million On-Board Units and nearly 10.700 equipped 
lanes, Kapsch TrafficCom has positioned itself among the market 
leaders in ETC systems worldwide. Kapsch TrafficCom is headquartered 
in Vienna, Austria, and has subsidiaries and representative offices 
in 20 countries.
This release constitutes neither an offer to sell nor a solicitation 
to buy any securities. The securities have already been sold. This 
release is not being issued in the United States of America and must 
not be distributed to U.S. persons (as defined in Regulation S of the
U.S. Securities Act of 1933, as amended ("Securities Act")) or 
publications with a general circulation in the United States. This 
press release does not constitute an offer or invitation to purchase 
any securities in the United States. The securities of Kapsch 
TrafficCom AG have not been registered under the Securities Act and 
may not be offered, sold or delivered within the United States or to 
U.S. persons absent from registration under or an applicable 
exemption from the registration requirements of the United States 
securities laws. This release is directed only at persons (i) who are
outside the United Kingdom or (ii) who have professional experience 
in matters relating to investments falling within Article 19(5) of 
the Financial Services and Markets Act 2000 (Financial Promotion) 
Order 2005 (as amended) (the "Order") or (iii) who fall within 
Article 49(2)(a) to (d) ("high net worth companies, unincorporated 
associations etc.") of the Order (all such persons together being 
referred to as "Relevant Persons"). Any person who is not a Relevant 
Person must not act or rely on this communication or any of its 
contents. Any investment or investment activity to which this 
communication relates is available only to Relevant Persons and will 
be engaged in only with Relevant Persons.
end of announcement                               euro adhoc

Further inquiry note:

Marcus Handl
Investor Relations
Kapsch TrafficCom AG
Wagenseilgasse 1,1120 Wien, Austria
phone: +43 (0) 50 811 1122
mail: ir.kapschtraffic @ kapsch.net
www.kapschtraffic.com

Branche: Technology
ISIN: AT000KAPSCH9
WKN:
Index: Prime.market
Börsen: Wiener Börse AG / official market

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